Exhibit 10.15


 





 


Stephen Aiena

New Media Dimensions

1950 Aspen Street

Los Osos, CA 93402


8th August
2003


Mr. Tom Szabo

Mr. Corbin Bernsen

Mr. Shaun Edwardes

PublicFilmWorks

14759 Oxnard Street

Van Nuys, CA. 91411


Subject: Contract For
Development of The publicfilmworks.com Website


Thank you for
your interest in retaining the services of New Media Dimensions (NMD) for the
purpose of developing the publicfilmworks.com website (The Website). This
letter (with its associated attachment) presents NMD’s general strategy for
achieving your goals and includes a cost estimate for the two-phase development
process we have discussed. If this proposal is acceptable to you, please sign
the Acceptance portion of this document.


Sincerely,


/s/ Stephen
Aiena


Stephen Aiena


 





 


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Scope of Services To
Be Rendered


General
Requirements For The Website


General requirements set forth
by PFW for The Website are:


•                    The
Website development will proceed in a two-phase manner. The specific
requirements for each phase are described below.


•                    The
Website will be developed using open source tools (e.g., PHP, MySQL) whenever
possible and will run on dedicated server hosts running LINUX operating system.


•                    The
Website is expected to launch publicly around 1 January 2004.


Two-Phase
Development Process


Phase 1 of the
development process is currently scheduled as a four-month process beginning 1
August 2003 and ending 30 November 2003. The principle goals for Phase 1
development include:


•                    Visual
redesign of the entire publicfilmworks website. This redesign will
aim for an overall refinement of the “studio lot” model represented on the
current publicfilmworks.com website. Additional goals of the redesign include
improvement of the site navigation features, optimization of opportunities for
sponsored site elements (e.g., billboards, sponsored products, department
lobbies), and consideration for each soundstage to have a unique (yet easily
applied) graphical treatment.


•                    Re-Engineering
of the Soundstage for the first PFW movie “3 Day
Test” and of the Executive Office. Although substantially based on the
Soundstage and Executive Office sections of the current publicfilmworks.com
website, the re-engineered sections will be dynamic, database driven entities.
Specific development tasks associated with this re-engineering appear in
“Website Development Tasks (Parts 1 & 2) in Attachment 1.


Phase 2 of the
development process is currently scheduled as a one-month process beginning 1
December 2003 and ending 31 December 2003. The principle goals for Phase 2
development include:


•                    Develop,
on an as-needed basis, administrative HTML forms through which PFW staff and
sponsors can interact with the website’s contents and obtain product
sponsorship and user demographics statistics.


•                    Re-Engineer
the Post-Production Departments and other buildings on the studio lot (i.e.,
News Kiosk, Studio Store, Studio Cafe, Studio Offices, Studio Theater).


During Phase 2, PFW also will
prioritize additional requirements for The Website including implementation of
Chat Rooms for the Cafe building and integration of streaming video into the
soundstage and theatre buildings. As the requirements for additional features
are refined, the feasibility of implementing these items within the current
budget will be determined.


 


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Fees, Expenses, and
Development Milestones


Professional
Services


NMD will invoice PFW on a
bi-weekly basis for professional services rendered as well as any out-of-pocket
costs (including travel, meals, phone, courier, storage media, and hardware and
software acquired on behalf of PFW), and invoices are due upon presentment.


The cost for Professional
Services will be based on the following hourly billing rates:


 


	
  Producer

  	
  $50/hour

  
	
  Director

  	
  $75/hour

  
	
  Web Engineer

  	
  $70/hour

  
	
  Graphic Designer

  	
  $75/hour

  



 


It is understood that
performance of the Professional Services and the accruement of out-of-pocket
costs began on 1 August 2003.


Server
Hardware


During the initial development
phase, NMD will specify the required server hardware and accessories, but these
items will be purchased directly by PFW. The anticipated cost for procurement
and configuration of two Pentium-4-based server hosts is approximately
$7000.00.


Server
Colocation


NMD will also recommend server
colocation solutions, but the actual colocation agreement will be established
directly between PFW and the colocation services provider. The anticipated
minimum cost for colocation of the server hardware is approximately: $150.00
one-time setup fee, plus $150.00 per month for colocation and minimum bandwidth
utilization. Additional bandwidth costs will be incurred as site traffic
increases, and such costs will be determined by market rates.


Software
Licenses


Because development of The
Website will be performed using open source tools whenever possible, costs for
software licenses will be limited. As PFW refines the requirements for specific
features (e.g., Chat), NMD may recommend solutions that entail software license
fees, and PFW will be responsible for paying these fees.


Additional
Services


During the course of this
engagement, PFW may request that NMD perform additional tasks related to this
project that are not specifically included in this contract. In such cases, NMD
will acknowledge via email such tasks as additional services and will proceed
to provide the services upon receiving a simple email approval to proceed from
PFW. Such services shall be billed and paid according to the provisions of this
agreement.


 


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Development
Milestones


 


	
  Approximate Date

  	
  Milestone

  
	
  8/15/2003

  	
  Preliminary Requirements (e.g., Mockups of Admin Forms, Navigation
  flowchart, Partial Storyboards published

  
	
  8/22/2003

  	
  Database Implemented; rudimentary administrative HTML forms available
  for population of database with sample data.

  
	
  8/22/2003

  	
  Final site navigation flowchart/storyboards published

  
	
  9/15/2003

  	
  Site Navigation implemented, non-interactive pages viewable in
  browser

  
	
  10/8/2003

  	
  Interactive features (e.g., voting implemented )

  
	
  10/15/2003

  	
  Vanilla Site ready for application of graphical design elements

  
	
  11/10/2003

  	
  Site ready for internal testing

  
	
  12/1/2003

  	
  Site ready for external (BETA testing )

  
	
  1/1/2004

  	
  Site ready for live use

  



Conditions


NMD’s timing and fee estimates
are based upon receiving timely responsiveness and cooperation from PFW and
other vendors. Completion dates will change if required information, approvals
or ordered materials are not timely provided or if changes are requested. The
number of hours (and therefore fees charged) may also be impacted by delays or
changes.


PFW retains all right, title
and interest to all material provided by PFW to NMD to include on The Website
or in the Work Product (as defined below), including, without limitation,
trademarks, service marks, and logos. Upon payment of the fees described
herein, PFW will obtain all rights to the Work Product except as indicated in
the following paragraph.


PFW acknowledges that we will
be incorporating into the Work Product pre-existing works and software
development tools that may be either Open Source (requiring no license or
royalty fee) or owned by a third party, as well as new or custom development
tools, concepts, methodologies and techniques owned by us (collectively
“Tools”). The Tools shall remain the property of the owner, whether it be us or
Open Source which cannot be transferred. To the extent that any Tools
(including any copyrighted material) belonging to us are incorporated into the
Work Product, a perpetual, non-exclusive, paid-up license is granted to PFW
that includes the right to use, modify, or transfer the Tools (as incorporated
into the Work Product) in any manner at PFW’s expense. New Media Dimensions is
not required under this contract to provide PFW with documentation,
maintenance, or support of The Tools.


 


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We hereby represent and warrant
that (i) all copyrightable material, notes, records, designs, documentation and
other work product created under this Agreement (collectively the “Work
Product”) will be our original work (excluding any PFW materials included in
the Work Product at PFW’s request); (ii) the Work Product (excluding and PFW
materials included in the Work Product at PFW’s request) will not infringe the
copyright, patent, trade secret, trademark, or any other intellectual property
right of any third party; (iii) the Work Product (excluding any PFW materials
included in the Work Product at PFW’s request) will not be obscene, libelous or
violate the right of privacy or publicity of any third party; and (iv) the Work
Product will not contain any virus, trap door, worm or any other device
injurious or damaging to software or hardware used in conjunction with the Work
Product.


PFW represents and warrants
that any PFW materials included in the Work Product or website at PFW’s request
(i) will not infringe the copyright, patent, trade secret, trademark, or any
other intellectual property right of any third party; (ii) will not be obscene,
libelous or violate the right of privacy or publicity of any third party and
(iii) will not contain any virus, trap door, worm or any other device injurious
or damaging to software or hardware used in conjunction with the Work Product.


Either party may terminate this
Agreement by written notice if the other party fails to perform any material
obligation under this Agreement. The notice of termination will include a
reasonably specific explanation of the nature of the breaching party’s default.
This Agreement will terminate fifteen (15) days after such notice if the
breaching party fails to cure the default.


This
Agreement will be governed and construed according to California law, without
reference to its conflicts of law principles. The parties hereby consent to the
personal jurisdiction of the state and federal courts in Los Angeles County,
California for any dispute arising out of or related to this Agreement.


 


Warranties/Limitations
of Liability


New Media Dimensions explicitly
disclaims any warranty of merchantability or fitness for a particular purpose
whatsoever.


New Media Dimensions is not
liable for: (a) loss resulting from the use, installation, and or
discontinuation of The Website, including but not limited to losses resulting
from delays, improper or incomplete delivery of information, computer viruses,
interruption of service or damage to equipment; (b) damages relating to
Client’s failure to perform Client’s responsibilities under this Agreement or
any other agreement; (c) lost profits or other consequential damages of Client
or a third party, even if New Media Dimensions has been advised of the
possibility of such damages: (d) any claim against Client by a third party: 


 


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(e) the monitoring or
supervision of content transmitted by Client or a third party, regardless of
notice of illegal or inaccurate matters;


(f) performance of its
obligations hereunder where delayed or hindered by force majuere, including
without limitation, war, riots, embargoes, strikes or other concealed acts of
workmen, casualties, accidents, acts of nature (including floods and
earthquakes), or other occurrences beyond New Media Dimensions’s control. New
Media Dimensions shall notify Client in the event of any occurrence(s) listed
in (g), and should such occurrence continue for more than sixty (60) days, New
Media Dimensions or Client, upon written notice, may terminate this Agreement
with no future obligations to be incurred. 
Notwithstanding the foregoing, Client is still under the obligation to
pay New Media Dimensions any sums incurred prior to the termination of the
Agreement.


Indemnification


Client agrees to use The
Website in a manner permitted by applicable local, state and federal laws.
Client is prohibited from transmitting any material in violation of local,
state or federal law, including, but not limited to, (a) the use of copyrighted
material without permission of the copyright holder, (b) material legally
judged to be threatening or obscene, or (c) material protected by trade secret
or trademark laws without the permission of the trade secret or trademark
holder. Client agrees to indemnify, defend and hold New Media Dimensions
harmless from and against any and all liability, claims, actions, damages,
injuries, threats of litigation, lawsuits, judgments, decrees, costs and
expenses (including attorneys’ fees and costs) relating to (i) direct or
indirect damage to another party by use of The Website; (ii) Client’s use of
The Website or (iii) Client’s breach of this Agreement or other agreements.
Notwithstanding the foregoing, Client agrees that New Media Dimensions has sole
and absolute discretion to select the counsel to defend New Media Dimensions in
any claim, action, threat of litigation, or lawsuit arising out of event(s)
enumerated in this section.


 


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General


1.               Client shall not assign or transfer any
rights or obligations under this Agreement without New Media Dimensions ‘ prior
written approval, which shall not be unreasonably withheld;


2.               This Agreement shall be binding on all
successors, heirs and assigns of the parties;


3.               Any
legal action arising out of failure, malfunction or defect of The Website shall
be brought within one year of the occurrence, or is deemed waived;


4.               Either party’s breach of any provision in this
Agreement can only be waived in writing;


5.               Waiver
of any breach of the Agreement by Client shall not be deemed to be a waiver of
any other breach;


6.               This Agreement and the exhibits
incorporated herein by reference constitute the complete exclusive statement of
agreement between the parties and replaces and supersedes all prior written and
oral agreements or statements by and among the parties or any of them. No representation,
statement, condition or warranty not contained in this Agreement or the
exhibits will be binding on either of the parties or will have any force or
affect whatsoever;


7.               Neither Client nor New Media Dimensions
has made any promise, representation, or warranty, explicit or implied, that is
not set forth in this Agreement;


8.               To be effective, any amendments to this
Agreement must be in writing and signed by both parties;


9.               If
any provision of this Agreement is held by a Court of competent jurisdiction or
mutually agreed on authority, to be invalid, void, or unenforceable, the
remainder of the Agreement will nevertheless continue in full force and effect
without impairment or invalidation;


10.         This Agreement shall be governed and
interpreted by the laws of the State of California applicable to such contracts
entirely made and performed in said jurisdiction.


11.         Time is of the essence of this Agreement;


12.         The parties’ respective rights and remedies
under this Agreement are cumulative with and in addition to all other legal and
equitable rights and remedies which the parties may have under applicable law.


 


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Nondisclosure


Definition
of Confidential Information:


NMD and PFW agree that all
information and materials disclosed by either party, including the terms and
conditions of this Agreement, will be considered and referred to collectively
in this Agreement as “Confidential Information”. Confidential Information does
not include information that is now or subsequently becomes generally available
to the public through no fault or breach on the part of either party; either
party can demonstrate to have had rightfully in its possession prior to
disclosure to the receiving party; is independently developed by either party
without the use of any Confidential Information; or either party rightfully
obtains from a third party who has the right to transfer or disclose it.


Nondisclosure
and Nonuse of Confidential Information:


NMD and PFW shall not disclose,
publish, or otherwise disseminate Confidential Information to anyone other than
those of its employees and trusted subcontractors with a need to know, and each
party shall take reasonable precautions to prevent any unauthorized use,
disclosure, publication, or dissemination of Confidential Information. The
parties accept the Confidential Information for the sole purpose of evaluation
in connection with either parties’ business discussions with each other. Each
party shall not use Confidential Information otherwise for its own or any third
party’s benefit without the prior written approval of an authorized
representative of the disclosing party in each instance. The foregoing
restrictions on Confidential Information shall not apply to Confidential
Information that is required to be disclosed in connection with any suit,
action or other dispute related to the Confidential Information, or otherwise
required to be disclosed as a matter of law.


Compliance with Law/Renegotiation


The parties will comply with
all governmental rules and regulations applicable to the performance of its
obligations hereunder. The parties agree to perform any further acts and
execute and deliver any documents that may be reasonably necessary to carry out
this Agreement.


Notice


All notices, requests and other
communications hereunder required to be in writing pursuant to the Agreement
will be deemed to have been duly given only if delivered personally against
written receipt or by facsimile transmission with answer back confirmation or mailed
(postage prepaid by certified or registered mail, return receipt requested) or
by overnight courier to the parties at the following addresses or facsimile
numbers:


 


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If to Client,
to:


PublicFilmWorks

14759 Oxnard Street

Van Nuys, Ca. 91411


If to New
Media Dimensions , to:


New Media
Dimensions 

1950 Aspen Street

Los Osos, CA 92304


All such notices, requests and
other communications will (i) if delivered personally to the address as
provided in this section, be deemed given upon delivery, (ii) if delivered by
facsimile transmission to the facsimile number as provided in this section, be
deemed given upon receipt, and (iii) if delivered by mail in the manner
described above to the address as provided in thi section, be deemed given upon
receipt (in each case regardless of whether such notice, request or other
communication is received by any other Person to whom a copy of such notice,
request or other communication is to be delivered pursuant to this Section).
Any party from time to time may change its address, facsimile number or other
information for the purpose of notices to that party by giving notice
specifying such change to the other parties hereto.


Arbitration


Any controversy or claim
relating to this contract or breach thereof, unless otherwise settled by
agreement of the parties, will be settled by arbitration in accordance with the
Commercial Arbitration rules of the American Arbitration Association, and
judgment on the arbitrator’s award may be entered in any Court having
jurisdiction thereof.


Attorneys’ Fees


Should any party hereto
reasonably retain counsel for the purpose of preventing a breach or enforcing
remedies for a breach of this Agreement, including, but not limited to,
instituting any arbitration or any action at law or in equity, including an
action for declaratory relief or for any other judicial remedy, then if said
matter is settled by judicial determination (which term includes arbitration),
the prevailing party (whether at trial or appeal), shall be entitled, in
addition to such other relief as may be granted, to be reimbursed by the losing
party for all costs and expenses incurred thereby, including, but not limited
to reasonable attorneys’ fees and costs for the services rendered to such
prevailing party.


 


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Acceptance


If this Agreement is acceptable
to Client, indicate said acceptance in the appropriate space provided below.
Once signed by Client and New Media Dimensions this Agreement will be binding
upon all parties hereto. These signatures apply to the above conditions, as
well as attachments and exhibits incorporated by reference, constituting the
entire agreement between the parties.


By signing below, I affirm that
I am acting within the scope of my authority to enter a binding agreement. This
Agreement may be executed in multiple counterparts, each of which, when
executed, shall be deemed an original, but all of which counterparts together
shall constitute one and the same instrument.


 


	
  Date Contract Signed:  Aug.
  8th 2003

  	
  Date Contract Signed:  Aug.
  8th 2003

  
	
  Signature:

  	
  Signature:

  
	
   

  	
   

  
	
  Name & Title:

  	
  Name & Title:

  
	
  /s/ SHAUN EDWARDES, EXEC VP

  	
  /s/ STEPHEN AIENA, OWNER

  
	
  PublicFilmWorks

  	
  New Media Dimensions

  



 


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